Exhibit 10.2
FIRST AMENDMENT
TO
ASSET PURCHASE
AGREEMENT
This FIRST AMENDMENT TO ASSET
PURCHASE AGREEMENT (the “ Amendment ”) is made
and entered into as of this 1st day of November, 2006 by and among
HERCULES INTERNATIONAL HOLDINGS LTD. , a Cayman limited
company (“ HIHL ”), HALLIBURTON WEST AFRICA
LTD. , a Cayman limited company (“ HWAL ”),
HALLIBURTON ENERGY SERVICES NIGERIA LIMITED , a Nigerian
corporation (“ HESNL ”) and HERCULES OILFIELD
SERVICES LTD. , a Cayman limited company (“ HOSL
”). HESNL and HWAL are sometime referred to herein,
collectively, as the “ Seller ”.
WHEREAS, HIHL, HWAL and HESNL
entered into that certain Asset Purchase Agreement, as of
August 23, 2006 (the “ Purchase Agreement
”; all capitalized terms used but not defined herein shall
have the meanings set forth in the Purchase Agreement.), pursuant
to which HWAL and HESNL agreed to sell, and HIHL agreed to buy, the
Purchased Assets and the Assigned Contracts upon the terms and
subject to the conditions set forth therein; and
WHEREAS, the parties to this
Amendment desire to amend the Purchase Agreement to replace and
substitute HOSL for HIHL as the “Buyer” in the Purchase
Agreement, to change the “Expiration Date” to
December 1, 2006, to make certain changes to employee matters
and to agree upon the repair of certain damages to M.V. F.J.
Leleux.
NOW THEREFORE, in consideration of
the mutual covenants and agreements herein contained, and other
good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledged), the parties hereto represent,
warrant and agree as follows:
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1.
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Substitution
of Buyer .
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a)
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The cover page
to the Purchase Agreement is hereby amended by deleting
“Hercules International Holdings Ltd.” and inserting
“Hercules Oilfield Services Ltd.” in its
place.
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b)
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The definition
of “ Buyer ” in the preamble of the Purchase
Agreement is hereby amended by deleting “Hercules
International Holdings, Ltd.” and inserting “Hercules
Oilfield Services Ltd.” in its place.
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c)
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Section 11.4 of the Purchase Agreement with
respect to notice to the Buyer is hereby amended by deleting
“Hercules International Holdings Ltd.” and inserting
“Hercules Oilfield Services Ltd.” in its
place.
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2.
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Joinder
. By executing this Amendment, HOSL
becomes “Buyer” under the Purchase Agreement. HOSL
agrees that, upon the execution of this Amendment, it will become a
party to the Purchase Agreement as “Buyer” thereunder,
and will be bound by all terms, conditions, and duties applicable
to “Buyer” under the Purchase Agreement, as if it were
an original signatory thereto. HOSL hereby
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ratifies, approves and confirms
the terms, conditions and other provisions of the Purchase
Agreement in each and every respect. By executing this Amendment,
HOSL agrees that (a) all of the terms and conditions set forth
in the Purchase Agreement and other Transaction Documents that
apply to “Buyer” are binding upon and apply to HOSL;
and (b) all of the representations, warranties, covenants, and
agreements made by “Buyer” in the Purchase Agreement
are deemed to be made, by HOSL as i
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